PGGM, Railpen Lead U.S. Governance Push by European Pensions

Few things rankle American conservatives like the concept of international law. The idea that foreigners — a Belgian, say, or heaven forbid an Iranian or a Russian — might have something to say about the legality of actions taken by a U.S. citizen is regarded as anathema. Hence Washington’s refusal to ratify the International Criminal Court.

U.S. companies may have similarly low interest in international standards for corporate behavior, but the keepers of those standards are interested in corporate America.

In January two major European pension funds —PGGMof the Netherlands and the U.K.’s Railways Pension Trustee Co., known as Railpen — wrote to the board of software giantOracle Corp.，要求股东外面的代理机会和公司的改革，特别是其利润丰厚的行政补偿计划，特别是其公司创始人和Larry Ellison主席的大薪酬奖励。这两项基金在过去的四年中投票反对甲骨文的薪酬政策，并在11月的年度股东大会上寻求与董事会成员会面，只能拒绝。

“They don’t have concerns for minority shareholders,” says Catherine Jackson, PGGM’s senior adviser on corporate governance. “It really calls into question how well they represent your interest when a material issue comes up. They’re not acting in our interests here.” Oracle did not respond to requests for comment.

Oracle is no stranger to activists. Investors voted against its compensation policies by wide margins in 2012 and 2013, but those votes were purely advisory and easily dismissed by Ellison, who owns 26 percent of the company. Last year PGGM and Railpen joined with the California State Teachers’ Retirement System and two other U.S. institutional investors in campaigning for proxy access, which would allow shareholders holding 3 percent or more of a company’s stock for at least three years to nominate independent board candidates. That measure was supported by 45 percent of shareholders at Oracle’s November meeting.

The traditional U.S. response to shareholder activists has been blunt: If you don’t like the management or its policies, dump the stock. But in the U.K. and some Continental countries, shareholders get more than a “say on pay.” They can reject compensation plans and even vote out company directors. The idea that American-style shareholder democracy consists merely of the freedom to sell doesn’t cut it for funds like PGGM, which manages €189 billion ($215 billion) in assets, mostly for health care workers, and invests 40 percent of its equities in the U.S. “Why don’t we hear that in the other markets we invest in?” Jackson asks.

欧洲人柜台与管理的想法。“我们认为它需要两缔约方提供了一家公司：从事股东喜欢自己和一个活跃和订婚的董事会，”Railpen公司治理负责人Deborah Gilshan表示，在资产中管理£30亿英镑（308亿美元）。那条消息越来越多地与CALSTR等大型养老金计划共鸣，这凭借其规模（1850亿美元）和长期投资地平线认为自己是商业公司的更多伙伴，而不是他们的股票的翻镜。

Between 2009 and 2014, European funds sponsored 34 proxy proposals at U.S. companies, mostly over the issues of independent chairmen and proxy access, according to Institutional Shareholder Services. “The recent importation of rights such as say-on-pay, majority voting and universal proxy ballots are signs that U.S. capital markets can learn from their European counterparts,” Martha Carter, global head of research at ISS, tells亚博赞助欧冠在一个电子邮件。

Indeed they are. New York City Comptroller Scott Stringer, who oversees $164 billion in assets for the city’s five pension funds, has filed proxy access resolutions at 75 companies for their 2015 annual meetings, as part of New York’s Boardroom Accountability Project. The companies were chosen because of the funds’ concerns about their carbon footprints (including Exxon Mobil Corp. and Chevron Corp.), executive compensation (Electronic Arts and Staples) and workplace diversity (eBay and Urban Outfitters).

“There’s a certain convergence of shareholder expectations,” says Dieter Waizenegger, executive director at CtW Investment Group, a federation of U.S. labor pension plans with $200 billion in assets. •